SecProbe.io

CORRESP
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        mwe.com

        Heidi Steele

        Attorney at Law

        hsteele@mwe.com

        +1 312 984 3624

February 11, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Akari Therapeutics Plc

Registration Statement on Form F-1

Filed October 9, 2018

File No. 333-227752

Ladies and Gentlemen:

On behalf of Akari
Therapeutic plc (“Akari” or the “Company”), set forth below is our response to the comment
received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated December 19, 2018, with respect to the above-referenced Registration
Statement on Form F-1 (the “Registration Statement”). Set forth below in bold is the Staff’s comment,
followed immediately by the Company’s response.

General

 1. We refer to parts A and C.4 of your response to prior comment 1 and note that your registration
of 5 million ADS represents approximately 67% of your ADS currently outstanding and held by non-affiliates. Given the size of the
offering, we cannot agree that this transaction can be made on a secondary basis in reliance on Rule 415(a)(1)(i). Accordingly,
please revise the Form S-1 to indicate that the offering will be made at a fixed price or advise.

 Response:

A.       Background

The Company respectfully
submits that the transaction set forth in the Registration Statement relates to the offering of common stock solely by or on behalf
of a person other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary, as discussed
in greater detail below and, therefore, is eligible to be made on a continuous or delayed basis under Rule 415(a)(1)(i).

United States Securities and Exchange Commission

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As
noted in the Registration Statement, as of September 25, 2018, the Company had 1,525,693,415 ordinary shares outstanding, with
743,347,813 of those ordinary shares held by non-affiliates. Aspire Capital, LLC (“Aspire”) is an institutional
investor that invests in a wide range of companies and industries emphasizing life sciences, energy and technology companies. Prior
to entering into a securities purchase agreement (the “Purchase
Agreement”) with the Company on September 26, 2018, Aspire did not own any securities of the Company and was not affiliated
with the Company or any of its officers, directors, or any greater than 5% holder of the Company’s outstanding shares. Aspire
acquired 30,000,000 of the Company’s ordinary shares as a commitment fee for entering into the Purchase Agreement and purchased
an additional 25,000,000 ordinary shares. These 55,000,000 shares (the “Initial Shares”) are
included in the 500,000,000 ordinary shares represented by 5,000,000 American Depositary Shares (each American Depositary Share,
an “ADS”), with each ADS representing 100 of the Company’s ordinary shares, that are the subject of the
Registration Statement. The transaction between Aspire and the Company is akin to an equity line transaction. The transaction is
not comparable to any other type of transaction; for example, it does not involve a convertible security and, as such, it does
not include a variable conversion price.

B.       The
Registration Statement is Appropriate Under Rule 415(a)(1)(i))

Rule 415(a)(1)(i) of
the Securities Act of 1933 (the “Securities Act”), provides that securities may be registered for an offering
to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to securities
which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant
or a person of which the registrant is a subsidiary. As stated in the Registration Statement, the securities are being registered
for resale or other disposition by the selling stockholder, Aspire. Proceeds from the sale of any securities are solely for the
account of Aspire, although the Company may receive proceeds of up to $20 million from the sale of ADSs to Aspire pursuant to the
terms of the Purchase Agreement. With regard to the Staff’s comment, we note our discussion of Securities Act Rules Compliance
and Disclosure Interpretation (“C&DI”) 612.09 in our prior response to comments. C&DI 612.09 indicates
that the issue of whether an offering is by or on behalf of the issuer involves an analysis of six factors. As discussed in our
prior response to comments, and for the reasons discussed below, we respectfully submit that the proposed registration is eligible
to be made on a continuous or delayed basis under Rule 415(a)(1)(i).

Of
the 500,000,000 ordinary shares, represented by ADSs, being registered pursuant to the Registration Statement, the Initial
Shares were issued in connection with Aspire’s entry into the Purchase
Agreement and the remaining shares, represented by ADSs, may be sold to Aspire, and subsequently resold under the Registration
Statement. In this regard, we believe it is important to note that Securities Act Sections C&DI 139.13 sets forth the Staff’s
view as to when an offering of securities by a selling stockholder may be characterized as an indirect primary offering. Specifically,
a company must meet the following conditions:

United States Securities and Exchange Commission

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 · it must “complete” the private
transaction of all of the securities it is registering for “resale” prior to the filing of the registration statement;

 · the “resale” registration
statement must be on the form that the company is eligible to use for a primary offering, in the Company’s case a Form F-1;
and

 · the investor(s) must be identified as
underwriter(s) in the prospectus, as well as selling stockholder(s).

C&DI
139.13 provides that no minimum holding period is required where the Company has “completed the private transaction of all
of the securities it is registering” through an equity line transaction and the investor is at market risk at the time of
filing of the resale registration statement. We respectfully submit that the Company meets the requirements set forth above such
that the offering set forth in the Registration Statement is properly characterized as an indirect primary offering. As in all
equity line transactions, Aspire has accepted the market risk of its investment from the date of entering into the Purchase Agreement,
including market risk related to the Initial Shares and the ADSs
that the Company may choose, in its sole discretion, to put to Aspire pursuant to the terms of that agreement.

The
terms of sale of ADSs to be registered under the Registration Statement were finalized through a privately negotiated transaction
completed at arm’s length prior to the filing of the Registration Statement. Although Aspire is required by the Staff to
include disclosure that it is “underwriter” with regard to its resales under the Registration Statement, we respectfully
note that the transaction has characteristics significantly more closely associated with a traditional investment transaction than
with an underwritten offering. Specifically, in a typical underwriting, the underwriter and the issuer agree on a price at which
the securities will be sold to the public and the underwriter receives a portion of the proceeds of such sale as compensation for
its selling efforts and for bearing market risk. Pursuant to the Purchase Agreement, Aspire will purchase any ADSs, put to it by
the Company at a slight discount to the market price of the ADSs. However, Aspire is required to take the securities put to it
by the Company under the Purchase Agreement and there is no agreement or arrangement regarding the price at which Aspire will resell
such ADSs to the public pursuant to the Registration Statement. Additionally, Aspire is prohibited from engaging in or effecting,
directly or indirectly, any (i) “short sale” of the Company’s securities or
(ii) hedging transaction, which establishes a net short position with respect to the Company’s securities.
As such, unlike a traditional underwriter, Aspire is taking investment risk with regard to the securities it will acquire under
the Purchase Agreement and there is no certainty that it will receive a premium on the resale of any ADSs it purchases pursuant
to the Purchase Agreement. Indeed, Aspire is at risk that it may incur a loss on the resale of those ADSs.

We
understand that the Staff has raised concerns generally that provisions of equity line transactions could have a “toxic”
effect on existing shareholders. As set forth in the following
bullets, the sales process under the Purchase Agreement differs meaningfully from typical equity line transactions and these differences
should allay any potential concerns that the Staff should have with respect to sales under the Purchase Agreement.

United States Securities and Exchange Commission

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 · Unlike most equity line transactions,
the Purchase Agreement prohibits Aspire from engaging in any direct or indirect short selling or hedging of the Company’s
securities, which provides a fundamental economic incentive to Aspire to avoid selling into the market if it would cause downward
pressure on the market price for the ADSs and discourage the investor from exerting downward pricing pressure on the ADSs.

 · As described in the Registration Statement,
the Purchase Agreement permits the Company, in its sole discretion, to put ADSs to Aspire at a price tied directly to the market
price of the ADSs which protects the Company against volatile trading prices in the ADSs. When the Company gives notice to Aspire
of a put, the Company is able to either know the exact price at which such ADSs will be purchased by Aspire (in the case of a “Regular
Purchase”) or establish a minimum purchase price (in the case of a VWAP Purchase).

 · Unlike most equity line financings, the
Purchase Agreement allows that the sales price can be determined prior to the sale commitment which could limit the amount of dilution
to existing shareholders as a result of the sale by setting objective parameters regarding when the Company can put ADSs to Aspire.
While most equity line transactions permit “forward pricing” (i.e., calculation of the purchase price with reference
to market prices after the seller gives notice of a put to the purchaser) and thereby expose the Company to potential unanticipated
share dilution and market manipulation, the Purchase Agreement calculates the price with reference to market prices on or before
the purchase date. For Regular Purchases, the put notice may be delivered after the close of the Nasdaq Stock Market on the purchase
date. While the “VWAP Purchase Notice” must be delivered by the close of business on the business day immediately preceding
the purchase date, the Company is able to set a minimum purchase price in the notice to protect it against unexpected decreases
in the market price of its ADSs. By including provisions that allow the Company to know or set the minimum purchase price for each
put prior to such transaction, and prohibiting Aspire from engaging in any short or hedging transactions with regard to those ADSs,
the Purchase Agreement requires that Aspire assume investment risk with respect to the purchased ADSs and aligns Aspire’s
economic interests with those of the non-affiliated shareholders.

Due to these factors
and the other factors discussed in this letter, the Company respectfully submits that the resale registration transaction registered
in the Registration Statement should not be re-characterized as a primary offering.

Aspire
is not an affiliate of the Company or a broker-dealer or an affiliate of a broker-dealer. The only relationship between Aspire
and the Company is the relationship established through the Purchase Agreement. Aspire has agreed to acquire the Company’s
ADSs for investment purposes as a principal, not as an agent, and is at market risk for the Initial Shares ADSs
purchased as part of its investment. Aspire will retain all proceeds from the sale of the Initial Shares and the ADSs
pursuant to the Registration Statement and, in contrast to the economic terms of an underwritten offering, the proceeds of sale
by the Company to Aspire are not dependent on the price at which Aspire ultimately sells the securities pursuant
to the Registration Statement. In addition, Aspire has not, and will not, receive a commission or any other remuneration from the
Company if and when the additional ADSs are sold to Aspire under the Purchase Agreement. Aspire will be responsible for paying
any broker-dealer fees or underwriting discounts or commissions directly to any broker-dealers it engages to assist in selling
any ADSs, as applicable.

United States Securities and Exchange Commission

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The
nature of the parties to this transaction, the lack of any prior relationship between them and the structure of the Purchase Agreement
support the conclusion that Aspire is not acting as a mere conduit for the Company in selling ADSs. Aspire is an institutional
investor that had no relationship with the Company and owned no shares or ADSs
of the Company prior to entering into the Purchase Agreement on September 26, 2018. Aspire is not in the business of underwriting
securities and is not a registered broker-dealer. Aspire and its principals have a long history of entering into equity line transactions
that are similar to the transaction it has entered into with the Company. The Company entered into the Purchase Agreement with
Aspire on an arm’s length basis on terms that obligate Aspire to purchase the Company’s ADSs as principal at prices
determined by formulas tied to the market. Aspire was irrevocably bound to purchase the Company’s securities upon the execution
of the Purchase Agreement. For the reasons discussed above the Company believes that this transaction is eligible to be made on
a continuous or delayed basis pursuant to Rule 415(a)(1)(i) because Aspire is not an affiliate of the Company, would not be considered
one even if it held all shares and ADSs registered for resale, is not acting on behalf of the Company or any of its affiliates,
and is not a broker-dealer or in the business of acting as one.

C.       The
Registration Statement is Appropriate Under Rule 415(a)(1)(i) Despite the Number of Ordinary Shares and ADSs Registered for Resale

As noted above, as
of September 25, 2018, the Company had 1,525,693,413 ordinary shares outstanding, with 743,347,813 of those ordinary shares held
by non-affiliates. Aspire seeks to have the Company register 500,000,000 ordinary shares, as represented by ADSs and the Initial
Shares, pursuant to the Registration Statement, constituting approximately 32.8% of the total outstanding shares and 67.2% of the
ordinary shares held by non-affiliates (which includes shares represented by ADSs). In the context of convertible securities that
have the potential for a significant, but undefined, dilutive effect on existing stockholders, the Staff has expressed concerns
that a registered resale transaction involving more than one-third of the issuer’s outstanding shares (which includes shares
represented by ADSs) held by non-affiliates may constitute a primary offering on behalf of the issuer. Importantly, that Staff
position is limited to resales of securities underlying convertible securities, which present significant policy issues that are
not present in the transaction being registered in the Registration Statement, which relates only to the resale of non-convertible
ADSs.

As noted above, prior
to entering into the Purchase Agreement, Aspire had no affiliation, agreements or understandings with the Company, its officers,
directors or affiliates. Were the Company to issue all 500,000,000 ordinary shares that it has the contractual right to issue to
Aspire under the Purchase Agreement and if Aspi